Gerardo I. Lopez
NEWELL BRANDSAbout Gerardo I. Lopez
Independent director at Newell Brands (NWL) since 2018; age 65. Career operator and transformation specialist with CEO roles at Extended Stay America and AMC Entertainment, senior leadership at Starbucks, and private equity operating roles at SoftBank Investment Advisers and High Bluff Capital. Current public boards: CBRE Group, Inc. and Realty Income Corp. Committee assignments at NWL: Audit Committee and Nominating/Governance Committee; the Board affirms his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SoftBank Investment Advisers (SBIA) | Executive-in-Residence | 2021–2022 | Operating support for portfolio companies |
| SoftBank Investment Advisers (SBIA) | Operating Partner & Head of Operating Group | 2018–2021 | Led operating group and transformations across SBIA portfolio |
| High Bluff Capital | Operating Partner | 2017–2018 | Consumer-focused value creation |
| Extended Stay America, Inc. / ESH Hospitality, Inc. | President & CEO | 2015–2017 | Led largest integrated owner/operator of company-branded hotels in N. America |
| AMC Entertainment Holdings, Inc. | President & CEO | 2009–2015 | Public company CEO; multi-year transformation |
| Starbucks Corporation | EVP; President Global Consumer Products, Seattle’s Best Coffee, Foodservice | 2004–2009 | Built consumer product and foodservice businesses |
| Handleman Company | President, HandIeman Entertainment Resources division | 2001–2004 | Division leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| CBRE Group, Inc. | Director | Current | Public RE services; committee roles not disclosed in NWL proxy |
| Realty Income Corp. | Director | Current | Public net-lease REIT; committee roles not disclosed in NWL proxy |
Board Governance
- Independence: Board affirmatively determined Lopez is independent under Nasdaq and NWL guidelines .
- Committees: Audit Committee member; Nominating/Governance Committee member .
- Meetings and attendance: Board met 6 times in 2024; Audit met 8; Nominating/Governance met 4; all directors attended at least 75% of Board and committee meetings (including 2024 annual meeting) .
- Executive sessions: Non-management directors held 4 executive sessions in 2024, chaired by the independent Board Chair .
- Board/Committee evaluations: Third-party facilitated annual evaluations in late 2024/early 2025, including director interviews and committee self-evaluations .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (standard non-employee director) | $115,000 | $115,000 |
| Committee chair retainers (structure; Lopez not a chair) | Audit: $20,000; Comp: $20,000; Nominating: $15,000 | Audit: $25,000; Comp: $25,000; Nominating: $25,000 |
| Chair of Board additional retainer (for context) | $300,000 | $200,000 (raised from $115k; equity value reduced) |
| Lopez: Fees earned or paid in cash | $115,000 | $115,000 |
| Lopez: Equity grant fair value | $159,994 | $159,999 |
| Lopez: Total director compensation | $274,994 | $274,999 |
Performance Compensation
Non-employee director equity is time-based RSUs; no performance metrics or options in 2024.
| Grant Detail | 2023 | 2024 |
|---|---|---|
| RSUs granted (shares) | 18,285 (grant 2023-05-16) | 19,441 (grant 2024-05-09) |
| Vesting rule | Earlier of 1-year from grant or next annual meeting ≥50 weeks after prior meeting | Earlier of 1-year from grant or next annual meeting ≥50 weeks after prior meeting |
| Dividend equivalents on RSUs | Credited and paid in cash at vest; forfeited if RSUs forfeited | Credited and paid in cash at vest; forfeited if RSUs forfeited |
| RSU deferral availability | Directors may defer RSUs under 2008 Plan; paid after Board service with reinvested dividends | Directors may defer fees to stock fund; RSU deferral remains available |
Other Directorships & Interlocks
| Company | Potential Interlock/Exposure |
|---|---|
| CBRE Group, Inc. | Real estate services; no NWL supplier/customer overlap disclosed in NWL proxy |
| Realty Income Corp. | Net-lease REIT; no NWL supplier/customer overlap disclosed in NWL proxy |
Expertise & Qualifications
- Extensive consumer sector leadership and transformation experience (AMC, Starbucks, Extended Stay); brings operational, brand, and strategic capabilities .
- Board skills matrix underscores broad Board experience in CPG/durables, M&A/finance, risk management, supply chain, tech/cyber, innovation, and marketing/sales among directors .
Equity Ownership
| Date (oldest→newest) | Shares beneficially owned | Notes |
|---|---|---|
| 2023-02-24 | 54,544 | As reported in 2023 proxy beneficial ownership |
| 2024-02-26 | 61,626 (incl. 7,082 jointly with spouse) | As reported in 2024 proxy beneficial ownership |
| 2024-05-08 | 72,829 | Post RSU conversion (M-Exempt) per Form 4 |
| 2025-05-08 | 73,985 | Post RSU conversion (M-Exempt) per Form 4 |
Insider transaction detail:
- 2024-05-08: RSU conversion M-Exempt, 18,285 RSUs converted to common; concurrent disposition of 18,285 RSUs; ownership 72,829 shares after .
- 2024-05-09: A-Award 19,441 RSUs granted under director plan .
- 2025-05-08: RSU conversion M-Exempt, 19,441 RSUs converted to common; concurrent disposition of 19,441 RSUs; ownership 73,985 shares after; A-Award of RSUs reported (30,418 RSUs per Form 4) .
Policies impacting ownership alignment:
- Stock ownership guideline for non-employee directors: 5× annual cash retainer; directors may defer fees/RSUs; anti-hedging and anti-pledging policies apply .
- Securities transaction policy: trading only in open windows with pre-clearance; hedging prohibited .
Governance Assessment
- Committee impact: Audit Committee role positions Lopez in financial reporting oversight, compliance, internal audit, and risk management; Nominating/Governance role covers director nominations, governance guidelines, Code of Conduct/ethics oversight, sustainability/citizenship programs, and Board evaluations .
- Independence and attendance: Independent; met attendance expectations; Board maintained robust executive sessions .
- Compensation and alignment: Director pay mix (cash retainer plus time-based RSUs with dividend equivalents) and ownership guidelines create alignment without performance metric gaming; no options granted to Lopez in 2023–2024 director compensation .
- Shareholder signals: 2024 Say-on-Pay failed (≈43% support), prompting intensive shareholder engagement led by the Compensation Committee chair and directors; program simplified and TSR removed from LTIP in 2024–2025—broader governance responsiveness but also a cautionary signal on pay practices and investor confidence .
- Outside boards: NWL limits to ≤3 other public boards; Lopez serves on 2, within policy .
RED FLAGS and mitigants:
- Red flag: Failed Say-on-Pay in 2024; mitigant: targeted outreach and design changes disclosed .
- No hedging/pledging permitted—mitigates alignment risk .
- Related-party transactions: Proxy outlines a Board process for conflicts review; no specific related-party transactions involving Lopez are identified in the sections reviewed .
Director Compensation
| Year | Cash Fees ($) | RSU Grant (#) | RSU Grant Value ($) | Total ($) |
|---|---|---|---|---|
| 2023 | $115,000 | 18,285 | $159,994 | $274,994 |
| 2024 | $115,000 | 19,441 | $159,999 | $274,999 |
Program structure (current):
- Annual RSU award value of $160,000; vests on the earlier of 1-year or next annual meeting; dividend equivalents paid in cash at vest; directors may defer fees to a stock fund and may defer RSUs under the 2008 Plan .
Other Directorships & Interlocks
| Company | Sector | Role | Notes |
|---|---|---|---|
| CBRE Group, Inc. | Real Estate Services | Director | Current; committee roles not disclosed in NWL proxy |
| Realty Income Corp. | Net-Lease REIT | Director | Current; committee roles not disclosed in NWL proxy |
Expertise & Qualifications
- CEO-level public company experience; consumer-focused operator; transformation and portfolio optimization expertise; deep CPG/retail background (Starbucks, AMC, Extended Stay) .
- Board-wide skills include M&A/finance, risk management, supply chain, technology/cyber, innovation, and marketing/sales coverage—supports Board effectiveness in NWL’s turnaround .
Equity Ownership
See Equity Ownership section above for holdings progression and insider Form 4 details; anti-hedging/anti-pledging and ownership guidelines apply .
Governance Quality Summary
- Strengths: Independence; active committee roles (Audit and Nominating/Governance); solid attendance; director equity/ownership alignment; compliance with outside-board limits .
- Watch items: Board’s 2024 Say-on-Pay outcome and program changes; continued monitoring of pay design simplification and shareholder feedback is warranted .